midd-20240629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 29, 2024


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 1-9973

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			36-3352497
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


1400 Toastmaster Drive,	Elgin,	Illinois	60120
(Address of principal executive offices)			(Zip Code)


Registrant's telephone number, including area code:			(847)			741-3300

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer," "large accelerated filer," "smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MIDD	Nasdaq Global Select Market

As of August 2, 2024, there were 53,769,547 shares of the registrant's common stock outstanding.

THE MIDDLEBY CORPORATION

QUARTER ENDED JUNE 29, 2024

INDEX


DESCRIPTION		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of JUNE 29, 2024 and DECEMBER 30, 2023	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three and six months ended JUNE 29, 2024 and JULY 1, 2023	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three and six months ended JUNE 29, 2024 and JULY 1, 2023	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the six months ended JUNE 29, 2024 and JULY 1, 2023	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 6.	Exhibits	33

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)


ASSETS	Jun 29, 2024		Dec 30, 2023
Current assets:
Cash and cash equivalents	$	459,457	$	247,496
Accounts receivable, net of reserve for doubtful accounts of $23,125 and $23,464	624,622		644,576
Inventories, net	920,096		935,867
Prepaid expenses and other	125,656		112,690
Prepaid taxes	13,508		25,230
Total current assets	2,143,339		1,965,859
Property, plant and equipment, net of accumulated depreciation of $361,614 and $339,528	504,661		510,898
Goodwill	2,471,721		2,486,310
Other intangibles, net of amortization of $605,458 and $574,079	1,650,965		1,693,076
Long-term deferred tax assets	6,814		7,945
Pension benefits assets	47,343		38,535
Other assets	200,940		204,069
Total assets	$	7,025,783	$	6,906,692

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	44,250	$	44,822
Accounts payable	238,733		227,080
Accrued expenses	573,880		579,192
Total current liabilities	856,863		851,094
Long-term debt	2,359,996		2,380,373
Long-term deferred tax liability	193,512		216,143
Accrued pension benefits	11,841		12,128
Other non-current liabilities	181,660		197,065
Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 64,223,584 and 63,942,340 shares issued in 2024 and 2023, respectively	148		148
Paid-in capital	500,686		479,216
Treasury stock, at cost; 10,455,077 and 10,338,922 shares in 2024 and 2023, respectively	(924,002)		(906,031)
Retained earnings	4,101,717		3,899,754
Accumulated other comprehensive loss	(256,638)		(223,198)
Total stockholders' equity	3,421,911		3,249,889

SEC Form 10-Q filed by Middleby Corporation